Exhibit
      10.1

    


    THIS
      PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES
      TO
      PERSONS WHO ARE “ACCREDITED INVESTORS” (AS DEFINED HEREIN) PURSUANT TO
      REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“1933
      ACT”). 

     

    THE
      SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
“SUBSCRIPTION AGREEMENT”) RELATES HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT,
      OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
      EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT,
      OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE
      REGISTRATION REQUIREMENTS OF THE 1933 ACT AND, IN EACH CASE, ONLY IN ACCORDANCE
      WITH APPLICABLE STATE SECURITIES LAWS.

     

    CONFIDENTIAL

     

    PRIVATE
      PLACEMENT SUBSCRIPTION AGREEMENT

    


    
      	
              TO:

            	
              TraceGuard
                Technologies, Inc. (the “Company”) 

            
	
               

            	
              330
                Madison Avenue

            
	
               

            	
              New
                York

            
	
               

            	
              NY
                10017

            


    

    


    


     

    Purchase
      of Shares and Warrants 

     

    
      	
              1.

            	
              Subscription

            


    

     

    1.1 The
      undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to
      purchase from the Company (the “Offering”), on the basis of the representations
      and warranties and subject to the terms and conditions set forth in this
      agreement (the “Subscription Agreement”), 7,333,333 Units at the price of
      US$0.15 per Unit (the “Subscription Price”), each “Unit” consisting of one share
      of the Company's common stock, par value $0.001 per share (each share of common
      stock, a “Share”), and one warrant (a “Warrant”), in the form attached hereto as
      Appendix A, exercisable for three years from the Closing (as defined below)
      to
      purchase one additional Share (a “Warrant Share”) at a price of US$0.80 per
      Share, for the aggregate total purchase price of US$1,100,000 (the “Subscription
      Proceeds”).

     

    1.2 As
      set
      forth in Section 2.1 herein, Subscriber shall pay the Subscription Proceeds
      to
      the Company in four instalments as set forth in Section 2.1, In connection
      therewith, and within 14 Business Days of such Payment Date, the Company shall
      deliver to Subscriber a number of Units equal to the aggregate Units purchased
      hereunder, for each installment.

     

    1.3 Upon
      acceptance of this Subscription Agreement by the Company, Subscriber
      acknowledges and agrees that Subscriber shall purchase the Units purchased
      hereunder pursuant to the terms of this Subscription Agreement. Subscriber
      covenants to make the applicable payment on each Payment Date.

     

    
      	
              2.

            	
              Payment

            


    

     

    2.1 The
      Subscriber shall pay the Subscription Proceeds to the Company in four
      installments in the following manner: (1) upon
      acceptance of this Subscription Agreement by the Company (the “First
      Payment Date), the Subscriber shall pay to the Company 18.18% of the
      Subscription Proceeds,($200,000); (2) on or before July 5, 2008 (the “Second
      Payment Date), the Subscriber shall pay to the Company 18.18% of the
      Subscription Proceeds;($200,000) and (3) on or before July 22, 2008 (the “Third
      Payment Date,”), the Subscriber shall pay to the Company 18.18% of the
      Subscription Proceeds ($200,000) (and (4) on or before August 31, 2008 (the
      “Fourth Payment Date”) the Subscriber shall pay to the Company 45.46% of the
      Subscription Proceeds ($500,000) Each of the First Payment Date, the Second
      Payment Date, the Third Payment Date and the Fourth Payment Date shall be
      defined for purposes of this Agreement as a a “Payment Date”).

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

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      2 -

     

     

     

    2.2 Upon
      each
      Payment Date the undersigned agrees to pay each installment of the Subscription
      Proceeds by wire transfer to:

    


    Name:
        TraceGuard
      Technologies Inc.

    Bank:
        ______________________

    Account:          
      ______________________

    SWIFT/ABA:
       ______________________

     

    2.3 The
      Subscriber acknowledges and agrees that this Subscription Agreement, the
      Subscription Proceeds and any other documents delivered in connection herewith
      will be held by the Company until acceptance or rejection. In the event that
      this Subscription Agreement is not accepted by the Company for whatever reason,
      which the Company expressly reserves the right to do, within 30 days of the
      delivery of an executed Subscription Agreement by the Subscriber, this
      Subscription Agreement, the Subscription Proceeds (without interest thereon)
      and
      any other documents delivered in connection herewith will be returned to the
      Subscriber at the address of the Subscriber as set forth in this Subscription
      Agreement.

     

    
      	
              3.

            	
              Documents
                Required from
                Subscriber

            


    

     

    3.1 The
      Subscriber must complete, sign and return to the Company an executed copy of
      this Subscription Agreement.

     

    3.2 The
      Subscriber shall complete, sign and return to the Company as soon as possible,
      on request by the Company, any documents, questionnaires, notices and
      undertakings as may be required by regulatory authorities or applicable
      law.

     

    
      	
              4.

            	
              Closing

            


    

     

    4.1 If
      the
      Subscription Agreement and the Subscription are accepted by the Company, the
      closing of each installment of the offering of the Units (the “Closing”) shall
      occur on each applicable Payment Date. 

     

    
      	
              5.

            	
              Acknowledgements
                of Subscriber

            


    

     

    5.1 The
      Subscriber acknowledges and agrees that:

     

    
      	 	
              (a)

            	
              the
                Shares, Warrants or Warrant Shares are “restricted securities,” have not
                been registered under the Securities Act of 1933, as amended (“1933 Act”),
                or under any securities or “blue sky” law of any state of the United
                States, and may not be sold or transferred except pursuant to an
                effective
                registration statement under the 1933 Act, or pursuant to an exemption
                from, or in a transaction not subject to, the registration requirements
                of
                the 1933 Act, and, in each case, in accordance with applicable state
                and
                local securities laws; 

            


    

     

    
      	 	
              (b)

            	
              the
                Subscriber acknowledges that the Company has not undertaken, and
                will have
                no obligation to undertake, to register any of the Shares, Warrants
                or
                Warrant Shares under the 1933 Act;

            


    

     

    
      	 	
              (c)

            	
              the
                decision to execute this Subscription Agreement and acquire the Units
                hereunder has not been based upon any oral or written representation
                as to
                fact or otherwise made by or on behalf of the Company, and such decision
                is based entirely upon a review of the documents filed by the Company
                with
                the Securities and Exchange Commission (the “SEC
                Filings”);

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    -
      3 -

    


     

    
      	 	
              (d)

            	
              no
                securities commission or similar regulatory authority has reviewed
                or
                passed on the merits of the Units;

            


    

     

    
      	 	
              (e)

            	
              there
                are risks associated with an investment in the Units, as described
                in the
                SEC Filings;

            


    

     

    
      	 	
              (f)

            	
              the
                Subscriber is not purchasing the Units as a result of any advertisement,
                article, notice or other communication regarding the Units published
                in a
                newspaper, magazine or similar media, or broadcasted over television,
                radio or similar media, or presented at any seminar, or disseminated
                through any general solicitation or general
                advertisement;

            


    

     

    
      	 	
              (g)

            	
              the
                Subscriber and the Subscriber's representative(s) have had a reasonable
                opportunity to ask questions of and receive answers from the Company
                in
                connection with the purchase of the Units hereunder, and to obtain
                additional information, to the extent possessed or obtainable without
                unreasonable effort or expense, necessary to verify the accuracy
                of the
                information about the Company;

            


    

     

    
      	 	
              (h)

            	
              the
                Subscriber will indemnify and hold harmless the Company and, where
                applicable, its directors, officers, employees, agents, advisors
                and
                shareholders, from and against any and all loss, liability, claim,
                damage
                and expense whatsoever (including, but not limited to, any and all
                fees,
                costs and expenses whatsoever reasonably incurred in investigating,
                preparing or defending against any claim, lawsuit, administrative
                proceeding or investigation whether commenced or threatened) arising
                out
                of or based upon any representation or warranty of the Subscriber
                contained herein or in any document furnished by the Subscriber to
                the
                Company in connection herewith being untrue in any material respect
                or any
                breach or failure by the Subscriber to comply with any covenant or
                agreement made by the Subscriber to the Company in connection
                therewith;

            


    

     

    
      	 	
              (i)

            	
              the
                Shares are not listed on any stock exchange or automated dealer quotation
                system (other than the U.S. Over the Counter Bulletin Board (“OTC BB”))
                and no representation has been made to the Subscriber that any of
                the
                Shares will become listed on any stock exchange or automated dealer
                quotation system (other than OTC
                BB);

            


    

     

    
      	 	
              (j)

            	
              the
                Company will refuse to register any transfer of the Shares, Warrants
                or
                Warrant Shares made other than pursuant to an effective registration
                statement under the 1933 Act or an available exemption from the
                registration requirements of the 1933 Act and in accordance with
                any
                applicable state securities laws;

            


    

     

    
      	 	
              (k)

            	
              the
                Subscriber has been advised by the Company to consult the Subscriber's
                own
                legal, tax and other advisors with respect to the merits and risks
                of an
                investment in the Units and with respect to applicable resale
                restrictions, and the Subscriber is solely responsible (and the Company
                is
                not in any way responsible) for compliance with applicable resale
                restrictions; and

            


    

     

    
      	 	
              (l)

            	
              this
                Subscription Agreement is not enforceable by the Subscriber unless
                it has
                been accepted by the Company.

            


    

     

    
      	
              6.

            	
              Representations,
                Warranties and Covenants of the
                Subscriber

            


    

     

    6.1 The
      Subscriber hereby represents and warrants to and covenants with the Company
      (which representations, warranties and covenants shall survive the Closing)
      that:

     

    
      	 	
              (a)

            	
              the
                Subscriber has the legal capacity and competence to enter into and
                execute
                this Subscription Agreement and to take all actions required pursuant
                hereto;

            


    

     

    
      	 	
              (b)

            	
              the
                entering into of this Subscription Agreement and the transactions
                contemplated hereby do not result in the violation of any of the
                terms and
                provisions of any law applicable to the Subscriber or of any agreement,
                written or oral, to which the Subscriber may be a party or by which
                the
                Subscriber is or may be bound;

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    -
      4 -

    


     

    
      	 	
              (c)

            	
              the
                Subscriber has duly executed and delivered this Subscription Agreement
                and
                it constitutes a valid and binding agreement of the Subscriber enforceable
                against the Subscriber in accordance with its
                terms;

            


    

     

    
      	 	
              (d)

            	
              the
                Subscriber is acquiring the Units as principal for such Subscriber's
                own
                account and is not acquiring the Units with a view to or for distributing
                or reselling the Units or any part thereof in violation of 1933 Act
                or any
                applicable state securities laws or with any direct or indirect
                arrangements or understandings with any other persons to distribute,
                or
                regarding the distribution of, the Units in violation of 1933 Act
                or any
                applicable state securities laws. 

            


    

     

    
      	 	
              (e)

            	
              At
                the time that the Units were offered to the Subscriber, the Subscriber
                was
                an “accredited investor” as such term is defined in Rule 501 promulgated
                pursuant to the 1933 Act. As of the date hereof, the Subscriber is
                an
                “accredited investor.” On each date in which the Subscriber exercises any
                Warrants, the Subscriber covenants that the Subscriber will be an
                “accredited investor.”

            


    

     

    
      	 	
              (f)

            	
              the
                Subscriber is resident of the jurisdiction set forth under the heading
                “Name and Address of Subscriber” on the signature page of this
                Subscription Agreement;

            


    

     

    
      	 	
              (g)

            	
              the
                Subscriber is not an underwriter of, or dealer in, the common shares
                of
                the Company, nor is the Subscriber participating, pursuant to a
                contractual agreement or otherwise, in the distribution of the
                Units;

            


    

     

    
      	 	
              (h)

            	
              the
                Subscriber, either alone or together with its representatives, (i)
                is able
                to fend for him/her/itself in the Subscription; (ii) has such knowledge,
                sophistication and experience in business and financial matters as
                to be
                capable of evaluating the merits and risks of its prospective investment
                in the Units; and (iii) has the ability to bear the economic risks
                of its
                prospective investment and, at the present time, can afford the complete
                loss of such investment;

            


    

     

    
      	 	
              (i)

            	
              the
                Subscriber is not aware of any general solicitation or advertisement
                of an
                offer in connection with any of the Units;
                and

            


    

     

    
      	 	
              (j)

            	
              no
                person has made to the Subscriber any written or oral
                representations:

            


    

     

    
      	 	
              (i)

            	
              that
                any person will resell or repurchase any of the
                Units;

            


    

     

    
      	 	
              (ii)

            	
              that
                any person will refund the purchase price of any of the
                Units;

            


    

     

    
      	 	
              (iii)

            	
              as
                to the future price or value of any of the Units;
                or

            


    

     

    
      	 	
              (iv)

            	
              that
                any of the Shares will be listed and posted for trading on any stock
                exchange or automated dealer quotation system or that application
                has been
                made to list and post any of the Shares of the Company on any stock
                exchange or automated dealer quotation system, except that the Company’s
                common stock is currently approved for trading on OTC
                BB.

            


    

     

    
      	
              7.

            	
              Covenants
                of the Company and the
                Subscriber

            


    

     

    7.1 The
      Company hereby covenants that, promptly following the date hereof, the Company
      shall use commercially reasonable efforts to appoint the Subscriber as a
      director on the Company’s board of directors (the “Board”). The Company further
      covenants that, in connection with each annual meeting or special meeting of
      stockholders of the Company at which the election of directors is a matter
      to be
      acted upon, the Company shall use commercially reasonable efforts to cause
      the
      Board to nominate the Subscriber for election or reelection to the Board and
      to
      recommend in any proxy statement for each such annual meeting or special meeting
      that the stockholders of the Company vote for the Subscriber as a candidate
      for
      director. Notwithstanding the foregoing, the Company shall no longer be bound
      by
      the covenants described in the two preceding sentences if the Subscriber fails
      to satisfy the Condition (as defined below).

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    -
      5 -

     

    7.2 
      As used
      herein, “Condition” means (i) for the period commencing on the date hereof and
      terminating on the 2 year anniversary of the date hereof, the Subscriber,
      together with the Subscriber Affiliates (as defined below), shall own 50% or
      more of the Shares purchased by the Subscriber pursuant to this Subscription
      Agreement (subject to proportional adjustment for splits, dividends, and similar
      events), provided that, for purposes of clarity, the Shares referenced in this
      Section 7.2(i) shall not include any Warrant Shares, and (ii) for the period
      commencing on the 2 year anniversary of the date hereof, the Subscriber,
      together with the Subscriber Affiliates, shall own 5% or more of the issued
      and
      outstanding shares of the Company on a non-diluted basis, as such number of
      issued and outstanding shares of the Company shall be reported from time to
      time
      in an SEC Filing or as shall be certified by the Chief Financial Officer of
      the
      Company. The Subscriber hereby covenants that, upon the failure of the
      Subscriber to satisfy the Condition, the Subscriber shall, within 3 calendar
      days of a request by the Company, tender his resignation as a member of the
      Board, which resignation shall be immediately effective. The Subscriber hereby
      grants to any officer of the Company an irrevocable power of attorney to tender
      the Subscriber’s resignation as a member of the Board if the Subscriber fails to
      tender his resignation as required by the preceding sentence. As used herein,
      “Subscriber Affiliate” means any corporation, partnership, trust, limited
      liability company, joint stock company, incorporated or unincorporated
      association or other entity in which the Subscriber holds 50% or more of both
      (i) the economic ownership and (ii) the voting control.

     

    
      	
              8.

            	
              Acknowledgement
                and Waiver

            


    

     

    8.1 The
      Subscriber has acknowledged that the decision to purchase the Units was solely
      made on the basis of information contained in the SEC Filings, which is publicly
      available and filed on EDGAR. The Subscriber hereby waives, to the fullest
      extent permitted by law, any rights of withdrawal, rescission or compensation
      for damages to which the Subscriber might be entitled in connection with the
      distribution of the Units.

     

    
      	
              9.

            	
              Legending
                of Subject Units

            


    

     

    9.1 The
      Subscriber hereby acknowledges that upon the issuance thereof, and until such
      time as the same is no longer required under the applicable securities laws
      and
      regulations, the certificates representing any of the Shares, Warrants and
      Warrant Shares will bear a legend in substantially the following
      form:

     

    
      	 	
              “THE
                SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN RELIANCE
                UPON AN
                EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
                AMENDED
                (THE “1933 ACT”). ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS
                CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT OR ANY STATE
                SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED
                OR OTHERWISE DISPOSED OF OTHER THAN PURSUANT TO (I) AN EFFECTIVE
                REGISTRATION STATEMENT UNDER THE 1933 ACT OR (II) AN EXEMPTION FROM
                THE
                1933 ACT WHICH IS CONFIRMED IN AN OPINION OF, OR IS REASONABLY ACCEPTABLE
                TO, COMPANY COUNSEL.”

            


    

     

    9.2 The
      Subscriber hereby acknowledges and agrees to the Company making a notation
      on
      its records or giving instructions to the registrar and transfer agent of the
      Company in order to implement the restrictions on transfer set forth and
      described in this Subscription Agreement. 

     

    
      	
              10.

            	
              Costs

            


    

     

    10.1 The
      Subscriber acknowledges and agrees that all costs and expenses incurred by
      the
      Subscriber (including any fees and disbursements of any special counsel retained
      by the Subscriber) relating to the purchase of the Units shall be borne by
      the
      Subscriber.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


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      6 -

     

    
      	
              11.

            	
              Governing
                Law

            


    

     

    11.1 This
      Subscription Agreement is governed by the laws of the state of Nevada. The
      Subscriber, in its personal or corporate capacity and, if applicable, on behalf
      of each beneficial purchaser for whom it is acting, irrevocably consents to
      the
      jurisdiction of the courts of the state of New York to resolve any disputes
      arising hereunder.

     

    
      	
              12.

            	
              Survival

            


    

     

    12.1 This
      Subscription Agreement, including, without limitation, the representations,
      warranties and covenants contained herein, shall survive and continue in full
      force and effect and be binding upon the parties hereto notwithstanding the
      completion of the purchase of the Units by the Subscriber pursuant
      hereto.

     

    
      	
              13.

            	
              Assignment

            


    

     

    13.1 This
      Subscription Agreement is not transferable or assignable.

     

    
      	
              14.

            	
              Severability

            


    

     

    14.1 The
      invalidity or unenforceability of any particular provision of this Subscription
      Agreement shall not affect or limit the validity or enforceability of the
      remaining provisions of this Subscription Agreement.

     

    
      	
              15.

            	
              Entire
                Agreement

            


    

     

    15.1 Except
      as
      expressly provided in this Subscription Agreement and in the agreements,
      instruments and other documents contemplated or provided for herein, this
      Subscription Agreement contains the entire agreement between the parties with
      respect to the sale of the Units and there are no other terms, conditions,
      representations or warranties, whether expressed, implied, oral or written,
      by
      statute or common law, by the Company or by anyone else.

     

    
      	
              16.

            	
              Notices

            


    

    


    16.1  All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been duly given if mailed or transmitted by any standard form
      of
      telecommunication. Notices to the Subscriber shall be directed to the address
      on
      the signature page of this Subscription Agreement and all notices to the Company
      shall be delivered by facsimile to: TraceGuard Technologies, Inc., 330 Madison
      Avenue New York, NY 10017, Attention: David Ben-Yair, Chief Financial Officer,
      facsimile number: 011-972-57-797-5364, with a copy to Moses & Singer LLP,
      405 Lexington Avenue, 12th
      Floor,
      New York, NY 10174, Attention: Allan Grauberd, Esq., facsimile number (917)
      206-4381.

     

    
      	
              17.

            	
              Counterparts
                and Electronic Means

            


    

     

    17.1 This
      Subscription Agreement may be executed in any number of counterparts, each
      of
      which, when so executed and delivered, shall constitute an original and all
      of
      which together shall constitute one instrument. Delivery of an executed copy
      of
      this Subscription Agreement by electronic facsimile transmission or other means
      of electronic communication capable of producing a printed copy will be deemed
      to be execution and delivery of this Subscription Agreement as of the date
      hereinafter set forth.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

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      7 -


     

    IN
      WITNESS WHEREOF
      the
      Subscriber has duly executed this Subscription Agreement as of the date of
      acceptance by the Company.

    
      	 	
              JOSEPH
                GRINKORN

            
	 	
              (Name
                of Subscriber - Please type or print)

               

               

            
	 	
              /s/
                Joseph Grinkorn

            
	 	
              (Signature
                and, if applicable, Title)

               

               

            
	 	
              56
                HARRISON ST, SUITE 504

            
	 	
              (Address
                of Subscriber)

               

               

            
	 	
              NEW
                ROCHELLE 10801, NY

            
	 	
              (City,
                State or Province, Postal Code, and Country of
                Subscriber)

            


    

     

     

    A
      C C E P T A N C E

     

    The
      above-mentioned Subscription Agreement in respect of the Units is hereby
      accepted by David Ben-Yair.

     

    DATE:
      the
      30th day of June, 2008.

     

    TRACEGUARD
      TECHNOLOGIES, INC.

    
 

    
      	
              Per:

            	
              /s/
                David Ben-Yair

            
	 	
              David
                Ben-Yair, Chief Financial Officer